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Exhibit
10.11
INTEGRYS ENERGY GROUP, INC.
NONQUALIFIED STOCK
OPTION AGREEMENT
THIS
AGREEMENT is entered into as of February 14, 2008 (the
“Grant Date”), by and between INTEGRYS ENERGY
GROUP, INC. (the “Company”), and
__________________ ____________________ (the
“Optionee”). This Agreement sets forth
the terms, rights and obligations of the parties with respect
to the grant of an option to the Optionee. This
option shall not become effective until the Optionee signs and
returns the “Acknowledgement Form” attached
hereto.
The
option is granted under, and is subject to, the terms of the
Integrys Energy Group, Inc. 2007 Omnibus Incentive
Compensation Plan (the “Plan”), which are
specifically incorporated by reference in this
Agreement. Any terms used in this Agreement which
are not defined shall have the meaning set forth in the
Plan.
The
parties to this Agreement covenant and agree as
follows:
1.
Grant of
Option . Subject to the terms of this Agreement,
the Company grants to the Optionee the right and option (the
“Option”) to purchase ______ shares of Common Stock of
the Company, par value $1.00 (the “Optioned Shares”)
from the Company, at an option price per share equal to $48.36 (the
closing sales price of a share of Common Stock of the Company as
reported on the New York Stock Exchange Composite Transaction
reporting system on February 14, 2008).
In the
event of certain corporate transactions described in Section
12 of the Plan, the number of Optioned Shares and the per
share option price will be adjusted by the Compensation
Committee of the Board of Directors of the Company (the
“Committee”). The Committee’s
determination as to any adjustment shall be
final.
2.
Vesting of
Option . The Optioned Shares will vest in
accordance with the following schedule:
Percentage of
Optioned Shares Vested
D ate of
Vesting
25%
1st anniversary of Grant Date
An additional
25% 2nd
anniversary of Grant Date
An additional
25%
3rd anniversary of Grant Date
The final
25%
4th anniversary of Grant Date
provided, however,
that , in the event of the Optionee’s termination
of employment from the Company and its Affiliates for any
reason, any Optioned Shares not vested as of the
date of such termination will be cancelled, except as
otherwise provided in this Section 2..
If the
Optionee’s employment or service terminates as a result
of death or disability (as determined by the Committee based
upon the definition set forth in the
Company’s
long-term
disability plan), (1) if the Optionee’s termination
occurs on or after December 31 of the calendar year in which
occurs the Grant Date, the Optioned Shares will become fully
vested on the Optionee’s date of termination, or (2) if
the Optionee’s termination occurs prior to December 31
of the calendar year in which occurs the Grant Date, the
Optionee will become partially vested on the date of
termination, and the remaining Optioned Shares will be
cancelled. The Optionee’s partially vested
interest will be equal to the product obtained by multiplying
the total number of Optioned Shares by a fraction, the
numerator of which is the number of full months of service
that the Participant completed during the calendar year in
which occurs the Grant Date and the denominator of which is
twelve (12). If the foregoing calculation results
in vesting of a factional Optioned Share, the number of
Optioned Shares that become vested will be rounded to the next
higher whole number of shares.
If the
Optionee’s employment or service terminates as a result
of retirement on or after age fifty-five (55) with ten (10) or
more years of service, or retirement on or after age sixty-two
(62) (“Retirement”), (1) if the Optionee’s
retirement occurs on or after December 31 of the calendar year
in which occurs the Grant Date, the Optioned Shares will
continue to vest, subject to the terms of the Plan, on the
same schedule as would have applied had the Optionee continued
employment, and (2) if the Optionee’s retirement occurs
prior to December 31 of the calendar year in which occurs the
Grant Date, a portion of the Optioned Shares will be
immediately forfeited, and the remainder of the Optioned
Shares will continue to vest, subject to the terms of the
Plan, on the same schedule as would have applied had the
Optionee continued employment. The portion of the Optioned
Shares that are immediately forfeited will be equal to the
product obtained by multiplying the total number of Optioned
Shares by a fraction, the numerator of which is twelve (12)
minus the number of full months of service that the Optionee
completed during the calendar year in which occurs the Grant
Date and the denominator of which is twelve
(12). If the foregoing calculation results in
vesting of a factional Optioned Share, the number of Optioned
Shares that become vested will be rounded to the next higher
whole number of shares. The number of Optioned
Shares available for exercise on or after each vesting date
will be reduced by a pro rata portion of the total number of
forfeited Optioned Shares.
Notwithstanding
the vesting schedule described above, the Committee may extend
the date(s) of vesting to a later date to take into account
any period of the Optionee’s leave of absence, unless
prohibited by law.
3.
Exercise of
Option . The Option, to the extent vested in
accordance with Paragraph 2, may be exercised during the period
beginning on the vesting date and ending on the earlier
of:
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a.
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on the first
anniversary of the date the Optionee’s employment with the
Company and its Affiliates terminates for any reason other than
Retirement, death or disability (as determined by the Committee
based on the definition set forth in the
Company&
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